Common use of Representations and Warranties of Funding Clause in Contracts

Representations and Warranties of Funding. (a) On the Closing Date and each Addition Date, Funding represents and warrants to BANA as follows: (i) Funding is a limited liability company duly formed and validly existing in good standing under the laws of the State of Delaware. Funding has full power and authority, in all material respects, to own its properties as currently owned, to conduct its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement. (ii) In all material respects, in each jurisdiction in which the conduct of its business requires, Funding is duly qualified to do business, is in good standing, and has all necessary licenses and approvals. (iii) Funding has duly authorized, by all necessary limited liability company action, its execution and delivery of this Agreement and any related Supplemental Conveyance and its consummation of the transactions contemplated by this Agreement and any related Supplemental Conveyance. (iv) Funding’s execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance do not conflict with, breach any material term of, or cause a material default under (with or without notice or lapse of time or both) any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which Funding is a party or by which Funding or any of its properties are bound. (v) Funding’s execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance do not conflict with or violate any Requirement of Law applicable to Funding. (vi) No proceeding or investigation against Funding is pending or, to the best of Funding’s knowledge, threatened before any Governmental Authority that (A) asserts that this Agreement or any related Supplemental Conveyance is invalid, (B) seeks to prevent the consummation of any transaction contemplated by this Agreement or any related Supplemental Conveyance, (C) seeks any determination or ruling that, in Funding’s reasonable judgment, would materially and adversely affect Funding’s performance under this Agreement or any related Supplemental Conveyance, or

Representations and Warranties of Funding. (a) On the Closing Date and each Addition Date, Funding represents and warrants to BANA WFBNA as follows: (i) Funding is a limited liability company duly formed and formed, validly existing and in good standing under the laws of the State of Delaware. Funding has full power and authority, in all material respects, to own its properties as currently owned, to conduct its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement. (ii) In Funding is duly qualified to do business (or is exempt from such requirements) as a foreign corporation or foreign limited liability company and has obtained all material respectsnecessary licenses and approvals, in each jurisdiction in which the conduct of its business requires, Funding is duly qualified failure to do business, is in good standing, and has all necessary so qualify or to obtain such licenses and approvalsapprovals would have a material adverse effect on Funding or the transactions contemplated by, or its ability to perform its obligations under, this Agreement. (iii) Funding has duly authorized, by all necessary limited liability company action, its execution and delivery of this Agreement and any related Supplemental Conveyance and its consummation of the transactions contemplated by this Agreement and any related Supplemental Conveyance. (iv) Funding’s execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance do not conflict with, breach any material term of, or cause a material default under (with or without notice or lapse of time or both) any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which Funding is a party or by which Funding or any of its properties are bound, except where such breach or default could not be reasonably expected to materially and adversely affect Funding’s ability to perform its obligations under this Agreement. (v) Funding’s execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance do not conflict with or violate any Requirement of Law applicable to Funding, expect where such conflict or violation could not be reasonably expected to materially and adversely affect Funding’s performance of its obligations under this Agreement. (vi) No proceeding or investigation against Funding is pending or, to the best of Funding’s knowledge, threatened before any Governmental Authority that (A) asserts that this Agreement or any related Supplemental Conveyance is invalid, (B) seeks to prevent the consummation of any transaction contemplated by this Agreement or any related Supplemental Conveyance, (C) seeks any determination or ruling that, in Funding’s reasonable judgment, would materially and adversely affect Funding’s performance under this Agreement or any related Supplemental Conveyance, oror (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or any related Supplemental Conveyance. (vii) Funding has obtained all approvals, authorizations, licenses, consents, and orders required of any Governmental Authority in connection with Funding’s execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance. (viii) No Insolvency Event relating to Funding has occurred and is continuing. (b) The representations and warranties set forth in this Section 4.03 will survive the sale of the Purchased Assets to Funding. If WFBNA or Funding discovers a breach of any of these representations and warranties, the party discovering that breach must give prompt notice to the other party and the Indenture Trustee.

Representations and Warranties of Funding. (a) On the Closing Date and each Addition Date, Funding represents and warrants to BANA BACCS as follows: (i) Funding is a limited liability company duly formed and validly existing in good standing under the laws of the State of Delaware. Funding has full power and authority, in all material respects, to own its properties as currently owned, to conduct its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement. (ii) In all material respects, in each jurisdiction in which the conduct of its business requires, Funding is duly qualified to do business, is in good standing, and has all necessary licenses and approvals. (iii) Funding has duly authorized, by all necessary limited liability company action, its execution and delivery of this Agreement and any related Supplemental Conveyance and its consummation of the transactions contemplated by this Agreement and any related Supplemental Conveyance. (iv) Funding’s 's execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance do not conflict with, breach any material term of, or cause a material default under (with or without notice or lapse of time or both) any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which Funding is a party or by which Funding or any of its properties are bound. (v) Funding’s 's execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance do not conflict with or violate any Requirement of Law applicable to Funding. (vi) No proceeding or investigation against Funding is pending or, to the best of Funding’s 's knowledge, threatened before any Governmental Authority that (A) asserts that this Agreement or any related Supplemental Conveyance is invalid, (B) seeks to prevent the consummation of any transaction contemplated by this Agreement or any related Supplemental Conveyance, (C) seeks any determination or ruling that, in Funding’s 's reasonable judgment, would materially and adversely affect Funding’s 's performance under this Agreement or any related Supplemental Conveyance, oror (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or any related Supplemental Conveyance. (vii) Funding has obtained all approvals, authorizations, licenses, consents, and orders required of any Person in connection with Funding's execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance. (viii) No Insolvency Event relating to Funding has occurred and is continuing. (b) The representations and warranties set forth in this Section 4.03 will survive the sale of the Purchased Assets to Funding. If BACCS or Funding discovers a breach of any of these representations and warranties, the party discovering that breach must give prompt notice to the other party and the MTII Trustee.

Representations and Warranties of Funding. (a) On the Closing Date and each Addition Date, Funding represents and warrants to BANA BACCS as follows: (i) Funding is a limited liability company duly formed and validly existing in good standing under the laws of the State of Delaware. Funding has full power and authority, in all material respects, to own its properties as currently owned, to conduct its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement. (ii) In all material respects, in each jurisdiction in which the conduct of its business requires, Funding is duly qualified to do business, is in good standing, and has all necessary licenses and approvals. (iii) Funding has duly authorized, by all necessary limited liability company action, its execution and delivery of this Agreement and any related Supplemental Conveyance and its consummation of the transactions contemplated by this Agreement and any related Supplemental Conveyance. (iv) Funding’s execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance do not conflict with, breach any material term of, or cause a material default under (with or without notice or lapse of time or both) any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which Funding is a party or by which Funding or any of its properties are bound. (v) Funding’s execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance do not conflict with or violate any Requirement of Law applicable to Funding. (vi) No proceeding or investigation against Funding is pending or, to the best of Funding’s knowledge, threatened before any Governmental Authority that (A) asserts that this Agreement or any related Supplemental Conveyance is invalid, (B) seeks to prevent the consummation of any transaction contemplated by this Agreement or any related Supplemental Conveyance, (C) seeks any determination or ruling that, in Funding’s reasonable judgment, would materially and adversely affect Funding’s performance under this Agreement or any related Supplemental Conveyance, oror (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or any related Supplemental Conveyance. (vii) Funding has obtained all approvals, authorizations, licenses, consents, and orders required of any Person in connection with Funding’s execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance. (viii) No Insolvency Event relating to Funding has occurred and is continuing. (b) The representations and warranties set forth in this Section 4.03 will survive the sale of the Purchased Assets to Funding. If BACCS or Funding discovers a breach of any of these representations and warranties, the party discovering that breach must give prompt notice to the other party and the MTII Trustee.